Starry Sea Acquisition Corp. Enters Binding LOI for Business Combination with Forever Young International Limited

Starry Sea Acquisition Corp. Announces Binding Letter of Intent with Forever Young International Limited

On September 29, 2025, Starry Sea Acquisition Corp. (NASDAQ: SSEA), a publicly traded special purpose acquisition company (SPAC), announced the signing of a binding Letter of Intent (LOI) for a proposed business combination with Forever Young International Limited. Forever Young is a health industry company based in China, specializing in providing management and support services to medical institutions.

This LOI signals a significant step towards a "de-SPAC transaction" for SSEA, which was incorporated as a blank check company with the objective of completing a merger or similar business combination with one or more entities.

Transaction Details and Valuation

The proposed transaction outlines a pre-money equity value for Forever Young in the range of approximately USD 750 million to USD 900 million. This valuation is subject to confirmatory due diligence by both parties. The consideration for Forever Young's shareholders is expected to comprise rollover equity in the form of ordinary shares of the post-closing publicly-listed entity, with each share valued at $10.

A sixty (60) day period of mutual exclusivity has been agreed upon by both parties. This period is designated for the negotiation and execution of a definitive agreement, and it may be extended under specific conditions as outlined in the LOI.

Implications for SSEA and the SPAC Sector

The announcement is anticipated to generate heightened trading volume and potentially increased price volatility for SSEA shares, reflecting the inherent uncertainties and speculative interest surrounding SPAC transactions at this stage. While specific market movements immediately following the announcement were not detailed, the conditional nature of an LOI, even a binding one, often leads to an "Uncertain, High Volatility Expected" market sentiment as investors weigh the probabilities of a successful closing.

For the broader SPAC sector, this development underscores the continued pursuit of target companies by blank-check firms, highlighting the ongoing activity in this segment of the capital markets. The successful completion of such a merger would culminate in Forever Young becoming a publicly traded entity, thus offering a new investment avenue within the Chinese healthcare services landscape.

Forever Young International Limited: Entering the Public Market

Forever Young International Limited is positioned within China's health industry, where it delivers essential management and support services to various medical institutions. The company's stated mission is to bolster these institutions and contribute to the standardization and quality of primary healthcare services across China. A successful business combination would introduce a new player to the public market with direct exposure to the dynamics and growth potential of the Chinese healthcare sector. This sector is influenced by evolving demographics, policy shifts, and increasing demand for quality medical services.

Legal and Forward-Looking Considerations

The transaction involves a complex legal framework, with Torres & Zheng at Law, P.C. and Beijing Dacheng Law Offices, LLP (Shanghai) advising SSEA on US federal securities, New York State, and PRC law, respectively. Forever Young is represented by Loeb & Loeb LLP (US federal securities and New York State law), CM Law (PRC law), and Harney Westwood & Riegels (Cayman Islands law).

It is crucial for investors to acknowledge that this announcement contains forward-looking statements that inherently involve risks, uncertainties, and assumptions. Factors such as the ability of the parties to execute a definitive agreement, Forever Young's operating history, competitive pressures within its industry, and general economic conditions could cause actual results to differ materially from current expectations. SSEA is obligated to prepare and file a proxy statement with the SEC upon entering a definitive agreement, which will provide comprehensive information about the proposed transaction for its stockholders.

Outlook and Key Factors to Monitor

Looking ahead, the primary focus will be on the progress made during the sixty-day exclusivity period towards negotiating and executing a definitive agreement. Investors will closely monitor further announcements regarding the completion of due diligence and the finalization of merger terms. The subsequent filing of a proxy statement with the SEC and the scheduling of a stockholder vote will represent critical milestones.

The future performance of the combined entity will depend not only on the successful integration of operations but also on the regulatory and economic environment in China, particularly within the healthcare sector. At present, detailed financial projections, analyst estimates for revenue and earnings, and specific valuation ratios for Forever Young were not disclosed in the initial announcement, underscoring the need for more comprehensive financial data as the transaction progresses. This information will be vital for a thorough evaluation by the market.